UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Hungarian Telephone and Cable Corp.
(Name of Issuer)
Common Stock, par value U.S. $.001 per Share
(Title of Class of Securities)
4455421030
(CUSIP Number)
Lawrence H. Guffey |
| Andrew Sillitoe |
| Kurt Björklund |
Oliver Haarmann |
| Gustavo Schwed |
Copy To:
Michael Wolfson, Esq.
Simpson Thacher & Bartlett LLP
CityPoint
One Ropemaker Street
London EC2Y 9HU, U.K.
+44 20 7275 6500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 28, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
This Amendment No. 5 amends and supplements the Schedule 13D filed on January 25, 2006, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto (the “Schedule 13D”), by Nordic Telephone Company ApS (“NTC”) and the other joint filing persons as described therein. Capitalized terms used but not otherwise defined in this document have the meanings assigned to them in the Schedule 13D.
Neither the filing of this Amendment No. 5 to the Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that any such person is the beneficial owner of any of the shares of Hungarian Telephone and Cable Corp. (the “Issuer”) referred to herein for the purposes of Section 13(d) of the Securities Exchange Act 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
“On November 28, 2008, TDC’s controlled subsidiary HTCC issued a press release announcing a corporate reorganization to change HTCC’s place of incorporation from Delaware to Denmark.
On November 27, 2008, TDC sent a letter to the board of directors of Hungarian Telephone and Cable Corp. in connection with TDC’s current intent, which is subject to change, to exercise its option to convert its 30,000 shares of Preferred Stock into 300,000 shares of Common Stock prior to the aforementioned reorganization of HTCC.”
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 28, 2008
| NORDIC TELEPHONE COMPANY APS | ||
| By: | /s/ Andrew Sillitoe |
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| Andrew Sillitoe |
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| Director |
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| By: | /s/ Oliver Haarmann |
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| Oliver Haarmann |
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| Director |
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| By: | /s/ Gustavo Schwed |
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| Gustavo Schwed |
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| Director |
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| By: | /s/ Lawrence H. Guffey |
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| Lawrence H. Guffey |
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| Director |
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| By: | /s/ Kurt Björklund |
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| Kurt Björklund |
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| Director |
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| NORDIC TELEPHONE COMPANY INVESTMENT APS | ||
| By: | /s/ Andrew Sillitoe |
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| Andrew Sillitoe |
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| Director |
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| By: | /s/ Oliver Haarmann |
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| Oliver Haarmann |
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| Director |
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| By: | /s/ Gustavo Schwed |
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| Gustavo Schwed |
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| Director |
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| By: | /s/ Lawrence H. Guffey |
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| Lawrence H. Guffey |
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| Director |
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| By: | /s/ Kurt Björklund |
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| Kurt Björklund |
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| Director |
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For and on behalf of Apax Partners Europe Managers Ltd. as Manager of Apax Europe VI-A, L.P.
By: | /s/ Andrew Sillitoe |
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| Andrew Sillitoe |
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| Authorized Person |
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For and on behalf of Apax Partners Europe Managers Ltd. as Manager of Apax Europe VI-1 L.P.
By: | /s/ Andrew Sillitoe |
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| Andrew Sillitoe |
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| Authorized Person |
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For and on behalf of Apax Europe VI GP, Co. Ltd. as general partner of Apax Europe VI GP, L.P. Inc.
By: | /s/ Denise Fallaize |
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| Denise Fallaize |
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| Authorized Person |
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For and on behalf of Apax Europe VI GP, Co. Ltd.
By: | /s/ Denise Fallaize |
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| Denise Fallaize |
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| Authorized Person |
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For and on behalf of Apax Partners Europe Managers Ltd.
By: | /s/ Andrew Sillitoe |
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| Andrew Sillitoe |
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| Authorized Person |
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For and on behalf of
Apax Angel Syndication Partners (Cayman) GP Ltd acting in its capacity as general partner of
Apax Angel Syndication Partners (Cayman) L.P.
By: | /s/ Mark Cook |
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| Mark Cook |
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| Authorized Signatory |
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Apax Angel Syndication Partners (Cayman) GP Ltd
By: | /s/ Mark Cook |
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| Mark Cook |
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| Authorized Signatory |
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Blackstone NSS Communications Partners (Cayman) L.P.
By Blackstone Communications Management Associates (Cayman) L.P., its General Partner
By Blackstone Communications GP L.L.C., its General Partner
By: | /s/ Robert L. Friedman |
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| Robert L. Friedman |
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| Manager |
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Blackstone Family Communications Partnership (Cayman) L.P.
By Blackstone Communications GP L.L.C., its General Partner
By: | /s/ Robert L. Friedman |
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| Robert L. Friedman |
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| Manager |
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Blackstone Capital Partners (Cayman) IV L.P.
By Blackstone Management Associates (Cayman) IV L.P., its General Partner
By BCP IV GP L.L.C., its General Partner
By: | /s/ Robert L. Friedman |
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| Robert L. Friedman |
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| Manager |
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Blackstone Capital Partners (Cayman) IV-A L.P.
By Blackstone Management Associates (Cayman) IV L.P., its General Partner
By BCP IV GP L.L.C., its General Partner
By: | /s/ Robert L. Friedman |
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| Robert L. Friedman |
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| Manager |
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Blackstone Family Investment Partnership (Cayman) IV-A L.P.
By BCP IV GP L.L.C., its General Partner
By: | /s/ Robert L. Friedman |
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| Robert L. Friedman |
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| Manager |
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Blackstone Participation Partnership (Cayman) IV L.P.
By BCP IV GP L.L.C., its General Partner
By: | /s/ Robert L. Friedman |
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| Robert L. Friedman |
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Blackstone Communications Management Associates (Cayman) L.P.
By Blackstone Communications GP L.L.C., its General Partner
By: | /s/ Robert L. Friedman |
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| Robert L. Friedman |
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| Manager |
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Blackstone Management Associates (Cayman) IV L.P.
By BCP IV GP L.L.C., its General Partner
By: | /s/ Robert L. Friedman |
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| Robert L. Friedman |
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| Manager |
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Blackstone FI Communications Associates (Cayman) Ltd.
By: | /s/ Robert L. Friedman |
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| Robert L. Friedman |
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| Director |
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Blackstone LR Associates (Cayman) IV Ltd.
By: | /s/ Robert L. Friedman |
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| Robert L. Friedman |
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| Director |
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| /s/ Peter G. Peterson |
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| Peter G. Peterson |
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| /s/ Stephen A. Schwarzman |
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| Stephen A. Schwarzman |
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Signed by for and on behalf of
KKR Millennium Fund (Overseas), Limited Partnership
By: KKR Associates Millennium (Overseas), Limited Partnership, its general partner
By: KKR Millennium Limited, its general partner
By: | /s/ William J. Janetschek |
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| William J. Janetschek |
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| Authorized Person |
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Signed by for and on behalf of
KKR Associates Millennium (Overseas), Limited Partnership
By: KKR Millennium Limited, its general partner
By: | /s/ William J. Janetschek |
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| William J. Janetschek |
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| Authorized Person |
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Signed by for and on behalf of
KKR Millennium Limited
By: | /s/ William J. Janetschek |
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| William J. Janetschek |
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| Authorized Person |
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Signed by for and on behalf of
KKR European Fund II, Limited Partnership
By: KKR Associates Europe II, Limited Partnership, its general partner
By: KKR Europe II Limited, its general partner
By: | /s/ William J. Janetschek |
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| William J. Janetschek |
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| Authorized Person |
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Signed by for and on behalf of
KKR Associates Europe II, Limited Partnership
By: KKR Europe II Limited, its general partner
By: | /s/ William J. Janetschek |
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| William J. Janetschek |
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| Authorized Person |
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Signed by for and on behalf of
KKR Europe II Limited
By: | /s/ William J. Janetschek |
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| William J. Janetschek |
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| Authorized Person |
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Signed by for and on behalf of
KKR Partners (International) Limited Partnership
By: KKR 1996 Overseas Limited
By: | /s/ William J. Janetschek |
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| William J. Janetschek |
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| Authorized Person |
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Signed by for and on behalf of
KKR 1996 Overseas Limited
By: | /s/ William J. Janetschek |
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| William J. Janetschek |
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| Authorized Person |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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Permira Europe III G.P. Limited as general partner of | ) | Alternate Director |
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Permira Europe III G.P. L.P. as | ) |
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general partner of Permira Europe III L.P. | ) |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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Permira Europe III G.P. Limited as general partner of | ) | Alternate Director |
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Permira Europe III G.P. L.P. as | ) |
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general partner of Permira Europe III L.P. | ) |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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Permira Europe III G.P. Limited as general partner of | ) | Alternate Director |
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Permira Europe III G.P. L.P. as | ) |
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managing limited partner of Permira Europe III GmbH & Co. KG | ) |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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Permira Nominees Limited as nominee for | ) | Alternate Director |
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Permira Investments Limited | ) |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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Permira Europe III G.P. Limited as administrator of | ) | Alternate Director |
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Permira Europe III Co-investment Scheme | ) |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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Permira Europe III G.P. Limited as general partner of | ) | Alternate Director |
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Permira Europe III G.P. L.P. | ) |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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Permira Europe III G.P. Limited | ) | Alternate Director |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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Permira Holdings Limited | ) | Alternate Director |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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Permira Europe II Managers L.P. as | ) | Alternate Director |
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general partner of Permira Europe II L.P. 1, | ) |
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acting by its general partner | ) |
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Permira (Europe) Limited | ) |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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Permira Europe II Managers L.P. as | ) | Alternate Director |
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general partner of Permira Europe II L.P. 2 | ) |
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acting by its general partner | ) |
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Permira (Europe) Limited | ) |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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Permira Europe II Managers L.P. as | ) | Alternate Director |
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managing general partner of | ) |
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Permira Europe II C.V. 3 | ) |
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acting by its general partner | ) |
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Permira (Europe) Limited | ) |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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Permira Europe II Managers L.P. as | ) | Alternate Director |
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managing general partner of | ) |
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Permira Europe II C.V. 4 | ) |
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acting by its general partner | ) |
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Permira (Europe) Limited | ) |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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Permira (Europe) Limited as manager of | ) | Alternate Director |
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Permira Europe II Co-investment Scheme | ) |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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SV (Nominees) Limited as nominee for | ) | Alternate Director |
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Schroder Ventures Investments Limited | ) |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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Permira Europe II Managers L.P. | ) | Alternate Director |
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acting by its general partner | ) |
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Permira (Europe) Limited | ) |
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Signed by | ) | /s/ Kees Jager |
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for and on behalf of | ) | Kees Jager |
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Permira (Europe) Limited Alternate Director | ) | Alternate Director |
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PROVIDENCE EQUITY OFFSHORE PARTNERS V L.P.
By: Providence Equity Offshore GP V L.P., the General Partner
By: Providence Equity Partners (Cayman) V Ltd., its general partner
By: | /s/ Paul J. Salem |
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| Paul J. Salem |
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| Authorized Person |
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PROVIDENCE EQUITY OFFSHORE GP V L.P.
By: Providence Equity Partners (Cayman) V Ltd., its general partner
By: | /s/ Paul J. Salem |
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| Paul J. Salem |
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| Authorized Person |
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PROVIDENCE EQUITY PARTNERS (CAYMAN) V LTD.
By: | /s/ Paul J. Salem |
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| Paul J. Salem |
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| Authorized Person |
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PROVIDENCE EQUITY OFFSHORE PARTNERS IV L.P.
By: Providence Equity Offshore GP IV L.P., the General Partner
By: Providence Equity Partners (Cayman) IV Ltd., its general partner
By: | /s/ Paul J. Salem |
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| Paul J. Salem |
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| Authorized Person |
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PROVIDENCE EQUITY OFFSHORE GP IV L.P.
By: Providence Equity Partners (Cayman) IV Ltd., its general partner
By: | /s/ Paul J. Salem |
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| Paul J. Salem |
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| Authorized Person |
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PROVIDENCE EQUITY PARTNERS (CAYMAN) IV LTD.
By: | /s/ Paul J. Salem |
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| Paul J. Salem |
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| Authorized Person |
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PROVIDENCE EQUITY OPERATING PARTNERS IV L.P.
By: Providence Equity GP IV L.P., the General Partner
By: Providence Equity Partners IV L.L.C., its general partner
By: | /s/ Paul J. Salem |
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| Paul J. Salem |
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| Authorized Signatory |
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PROVIDENCE EQUITY GP IV L.P.
By: Providence Equity Partners IV L.L.C., its general partner
By: | /s/ Paul J. Salem |
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| Paul J. Salem |
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| Authorized Signatory |
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PROVIDENCE EQUITY PARTNERS IV L.L.C.
By: | /s/ Paul J. Salem |
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| Paul J. Salem |
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| Authorized Signatory |
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PROVIDENCE SYNDICATION PARTNERS (CAYMAN) L.P.
By: Providence Syndication Partners (Cayman) GP, Ltd., its general partner
By: | /s/ Jonathan M. Nelson |
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| Jonathan M. Nelson |
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| Authorized Signatory |
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PROVIDENCE SYNDICATION PARTNERS (CAYMAN) GP, LTD.
By: | /s/ Jonathan M. Nelson |
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| Jonathan M. Nelson |
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| Authorized Signatory |
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| By: | /s/ Paul J. Salem |
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| Paul J. Salem |
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| By: | /s/ Jonathan M. Nelson |
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| Jonathan M. Nelson |
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| By: | /s/ Glenn M. Creamer |
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| Glenn M. Creamer |
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